Last Modified: March 3, 2026

These Website Terms of Use, together with any additional exhibits, addenda, agreements, or policies linked or referenced herein (collectively, the “Terms”), constitute a binding legal contract entered into by and between you, the user of any of our and/or our Affiliates’ websites, including any successor URLs, sub-domains, and/or any syndications thereof (collectively, “Websites”), and (if applicable) any organization on behalf of whom you use the Websites (“you”), and National Gypsum Services Company d/b/a National Gypsum Company (“NGC,” “we,” “us,” and “our”) (collectively, the “Parties,” and each a “Party”), and govern the terms of your access to, and use of, the Websites.

The Websites include the following, without limitation:

• https://www.nationalgypsum.com
• https://www.goldbondbuilding.c...
• https://www.permabase.com
• https://www.proformfinishing.c...
• https://www.askforpurple.com
• https://www.ngc4me.com
• https://unifix.ca

These Terms cover us and each of our affiliates, including without limitation, Gold Bond Building Products, LLC, ProForm Finishing Products, LLC, and PermaBASE Building Products, LLC (our "Affiliates").

PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING THE RIGHTS, OBLIGATIONS, AND LIMITATIONS OF THE PARTIES, INCLUDING BINDING MANDATORY ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER PROVISIONS SET FORTH IN SECTION 12, WHICH GOVERN THE RESOLUTION OF DISPUTES AND REQUIRE THE USE OF INDIVIDUAL ARBITRATION TO RESOLVE DISPUTES.

1. ACCEPTANCE

1.1 Your use of the Websites is expressly conditioned upon your acceptance of these Terms. To use the Websites, you must accept these Terms. If you are agreeing to be bound by these Terms on behalf of your employer, organization or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, organization or the applicable entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the party that you represent, to these Terms. If you do not have the legal authority to bind your employer, organization or the applicable entity, please do not use the Websites on its behalf

1.2 These Terms do not alter in any way the terms and conditions of any other agreement you have with us, unless otherwise agreed to by us in writing. If you access any of our Websites in the scope of your employment or otherwise in connection with responsibilities to your employer, your use of the Websites may be governed by, and subject to, a separate agreement between us and your employer, instead of these Terms. You should confirm with your employer whether any such separate agreement exists that governs your access to and use of the Websites. To the extent there is a conflict between these Terms and another agreement between us and your employer, that agreement shall prevail.

1.3 By accessing or using the Websites, you represent and warrant that you: (i) have read these Terms; (ii) are of legal age to enter into this agreement; (iii) have the legal right, authority, and permission to use the Websites; (iv) accept these Terms, as well as our Privacy Policy, which is incorporated herein by reference; (v) are legally bound by these Terms; and (vi) are not legally prohibited from using the Websites or any of their contents.

1.4 IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITES IN ANY MANNER OR FOR ANY PURPOSE.

2. OWNERSHIP; INTELLECTUAL PROPERTY

2.1 The Websites, as well as their contents, features, functionality (including, without limitation, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all information, products, and services offered by us to you in connection with the Websites (collectively, the “Content”) are protected under any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any copyright, patent, trade secret, know-how, trademark, service mark, trade name, database protection, or other intellectual property, copyright, trademark, or other proprietary rights law, and any similar or equivalent rights or forms of protection in any applicable jurisdiction, in any part of the world (“Intellectual Property Rights”), pursuant to international conventions, and the laws of the United States of America and other jurisdictions. The Websites and the Content are the property of NGC and/or applicable third-party licensors, and all right, title, and interest in and to the Websites and the Content will remain with NGC or such third-party licensors. Our logos, page headers, custom graphics, and other icons are service marks, trademarks, registered service marks, or registered trademarks of NGC. All other products, names, and company logos referenced on the Websites or in the Content are trademarks of their respective owners.

2.2 These Terms permit you to use the Websites exclusively for your personal and other non-commercial use. You do not acquire ownership rights to the Websites or any Content, other than those rights in the materials that you submit to us or otherwise provide through the Websites, if any, that you may have, or any rights that we may specifically grant you in writing, such as the limited right to access and use the Websites, as described herein. These Terms do not grant you any right, title, interest, or license, express or implied, to any patent, trademark, service mark, copyright, trade secret, or other Intellectual Property Right of NGC or any third-party intellectual property owners.

2.3 You shall abide by any and all additional copyright notices, information, or restrictions contained in any Content. You shall not modify, adapt, translate, reverse engineer, decompile, or disassemble the Websites or any Content. You may only use the Websites and Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the foregoing, including by caching, framing, or similar means, is expressly prohibited without the express prior written consent of us and/or applicable third-party Intellectual Property Rights holder(s) identified in the subject content, which consent may be granted or withheld at the sole discretion of the rights holder. Except as expressly authorized by us, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the Content or the Websites.

2.4 We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials. Pursuant to 17 U.S.C. § 512, as amended by Title II of the Digital Millennium Copyright Act, we reserve the right to terminate your use of the Websites, Content, and other information contained therein if we determine, in our sole and absolute discretion, that you are involved in infringing activity, regardless of whether such alleged infringement is a first-time or repeat occurrence, and/or whether the material or activity is ultimately determined to be infringing.

3. FEEDBACK

3.1 If you propose or provide us with comments, bug reports, feedback, or modifications about the Websites or the Content (collectively, “Feedback”), we will have the right to use such Feedback at our sole discretion, including, without limitation, incorporating such Feedback into the Websites and the right to assign, license, or otherwise use such Feedback.

3.2 By providing Feedback, you hereby grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display such Feedback on the Websites and in all other media or formats, whether currently known or hereafter developed, for any purpose and without any compensation to you. You represent and warrant that: (i) such Feedback is not confidential; (ii) you own and control all of the rights, title, and interest in and to the Feedback, or you otherwise have all necessary rights to post and use such Feedback and to grant the rights to us that you grant under these Terms; (iii) the Feedback is accurate and not misleading or harmful in any manner; and (iv) the Feedback, and your use and posting thereof, do not and will not violate these Terms or any laws or regulations applicable to or binding on a Party (“Applicable Law”).

4. PROHIBITED USES

4.1 When you use certain features or functionality available on the Websites, you may be required to create a username and password (collectively, “User Credentials”). In creating your account, you must accurately provide all required information. You may not impersonate someone else, create an account for someone else, provide another’s email or create multiple accounts. You may not share your User Credentials with any third party, and you are responsible for maintaining the confidentiality of your User Credentials. You are fully responsible for all activities that occur through the use of your User Credentials.

4.2 You may only use the Websites and Content as expressly permitted under these Terms and only for lawful purposes. Any other use is prohibited. Any use of the Websites or Content not expressly permitted by these Terms constitutes a material breach of these Terms and may violate copyright, trademark, and other laws.

4.3 Without limiting the foregoing, you represent and warrant that you will not, and will not attempt to:

(a) Use the Websites in any way that violates federal, state, local, or international law.

(b) Use the Websites to transmit or send unsolicited commercial communications.

(c) Gain unauthorized access to, interfere with, damage, disrupt, or circumvent any of the security features of the Websites (or the servers, networks, and databases associated with the Websites).

(d) Access the Websites through any robot, spider, or other automated means.

(e) “Screen scrape,” “monitor,” “mine,” “copy,” or “mirror” the Websites.

(f) Conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction, or data harvesting) on or in relation to the Websites, without our express prior written consent.

(g) Engage in any activity that interferes with, disrupts, or imposes an unreasonable or disproportionately large load on the Websites (or the servers, networks, and databases associated with the Websites).

(h) Introduce to the Websites (or the servers, networks, and databases associated with the Websites) any spyware, viruses, Trojan horses, worms, keystroke loggers, rootkits, logic bombs, or other malicious or technologically harmful material.

(i) Use the Websites to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

(j) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from the Websites or any Content.

(k) Reproduce, redistribute, republish, duplicate, copy, display, sell, rent, sublicense, trade, or resell any Content or other aspect of the Websites for any commercial purpose (except for Content specifically and expressly made available for redistribution), without our express prior written consent.

(l) Remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, copyrights, warranties, disclaimers, or other proprietary notations.

(m) Impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

(n) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Websites, or develop restricted or password-only access pages, or hidden pages or images.

4.4 We reserve the right, in our sole discretion, to determine whether your use of the Websites is consistent with these Terms. We, in our sole discretion, may suspend, restrict or terminate your use of the Websites if your use fails to comply with these Terms.

5. PRIVACY

5.1 Information we collect via the Websites is subject to our Privacy Policy.

5.2 By accessing or using the Websites, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

6. RELIANCE ON INFORMATION POSTED

6.1 The information presented on or through the Websites, including the Content, is made available solely for general informational purposes. We use reasonable efforts to update the information on the Websites, and the Content is subject to change without notice. However, we make no commitment to update the Websites or the Content. The Content and the Websites may include technical, typographical, or photographic errors.

6.2 We do not warrant the accuracy, completeness, or usefulness of the Websites or the Content. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites.

6.3 This Websites may include content provided by third parties. All statements and/or opinions expressed in such materials, and all materials other than the Content provided by us, are solely the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

6.4 If you have questions about the information presented on the Websites, please contact us using the information provided in the Contact Us section at the end of these Terms.

7. LINKING TO THE SITE & SOCIAL MEDIA FEATURES

7.1 You may link to the homepage of our Websites, provided you do so in a way that is fair and legal. However, you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express prior written consent.

7.2 The Websites may provide certain social media features that enable you to: (i) link from your own, or certain other third-party websites, to certain Content on the Websites; (ii) send emails or other communications with certain Content, or links to certain Content, on the Websites; and/or (iii) cause limited portions of Content on the Websites to be displayed, or appear to be displayed, on your own or certain other third-party websites. You may use these features solely as they are provided by us and solely with respect to the Content they are displayed with.

7.3 Subject to the foregoing, you must not: (i) establish a link from any Website that is not owned by you; (ii) cause any Website, or portion thereof, to be displayed, or appear to be displayed by, without limitation, framing, deep linking, or in-line linking, on any other site; (iii) link to any part of any Website other than its homepage; or (iv) otherwise take any action with respect to the materials on the Websites that is inconsistent with any other provision of these Terms.

7.4 You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice. We may disable any or all social media features, and any links, at any time without notice and at our sole discretion.

8. WARRANTIES & DISCLAIMERS

8.1 THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOUR USE OF THE WEBSITES, THE CONTENT, OR MATERIALS OBTAINED THROUGH THEM IS AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA RESULTING FROM, ANY SUCH USE.

8.2 WE DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE) WITH RESPECT TO THE WEBSITES, THE CONTENT, AND ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS, OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, REASON OF CUSTOM OR USAGE IN THE TRADE, COURSE OF DEALING, OR OTHERWISE. NEITHER US, NOR ANY PERSON ASSOCIATED WITH US, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITES OR THE CONTENT.

8.3 WE CANNOT, AND DO NOT, GUARANTEE OR WARRANT THAT FILES OR OTHER MATERIALS AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND PROTOCOLS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND THE ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR WEBSITES FOR ANY RECONSTRUCTION OF ANY LOST DATA.

8.4 TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES, ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES, YOUR DOWNLOADING OF ANY CONTENT POSTED ON THE WEBSITES, OR ON ANY SITE LINKED TO THE WEBSITES.

8.5 THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. LIMITATION OF LIABILITY

9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT NGC, ITS AFFILIATES, AND THEIR LICENSORS SHALL NOT BE LIABLE TO YOU UNDER, OR IN CONNECTION WITH, THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iii) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (iv) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

9.2 IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE WEBSITES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED $50.

9.3 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. REVISIONS & ERRATA

10.1 We reserve the right to modify or discontinue the Websites at any time, with or without notice to you. We do not guarantee continuous, uninterrupted, or secure access to the Websites. The operation of the Websites may be interfered with or adversely affected by numerous factors or circumstances outside of our control, or through acts of God.

10.2 The Websites and the Content could include technical, typographical, or photographic errors. We do not warrant that any of the Websites or the Content are accurate, complete, or current. We make no commitment to update the Websites or the Content.

11. THIRD-PARTY LINKS

11.1 The Websites contains links to third-party Internet sites that our business partners and other third parties own or operate. These links are provided for your convenience only. Your use of each of those sites is subject to the terms of use, if any, that each site has posted.

11.2 We have not reviewed all the websites linked to the Websites, and we are not responsible for any changes to or content on them. We have no control over the content of those sites or resources, and we accept no responsibility for them, or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Our inclusion of any links or related information is not an endorsement of such material, the linked sites, or the companies that own or operate such material or linked sites.

12. GOVERNING LAW; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER

12.1 Governing Law; Jurisdiction. The laws of the State of North Carolina shall govern all matters arising out of your use of the Websites and these Terms, without giving effect to any choice or conflict of laws principles. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Notwithstanding the provision above with respect to applicable substantive law, because these Terms constitute a transaction in interstate commerce, the Federal Arbitration Act (“FAA”), and not state arbitration law, shall govern the interpretation, validity, and enforceability of the arbitration provision set forth below.

12.2 Informal Dispute Resolution. The Parties agree that most disputes can be resolved without resort to more formal litigation. If you have any dispute with us, you agree that before taking any formal action, you will contact us first at privacy@nationalgypsum.com and provide a brief, written description of the dispute and your contact information. Except for matters concerning Intellectual Property Rights and small claims court claims, the Parties agree to use their best efforts to resolve any dispute, claim, question, or disagreement directly through consultation with NGC, and good faith negotiations shall be a condition to either Party initiating any type of formal dispute, including, without limitation, arbitration.

12.3 Mandatory Binding Arbitration. All disputes arising out of or in connection with your use of the Websites or these Terms, which the Parties are unable to resolve by mutual and amicable agreement, shall be resolved through binding arbitration, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including its formation, performance, and breach) and/or your use of the Websites shall be resolved exclusively by final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. As indicated above, the FAA and federal arbitration law apply to this arbitration provision. Arbitration shall be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including, without limitation, the AAA’s Commercial Arbitration Rules, Consumer Arbitration Rules, Supplementary Procedures for Consumer-Related Disputes, and Mass Arbitration Supplementary Rules (collectively, the “AAA Rules”), as applicable, in effect as of the date first written above, as modified by this arbitration provision. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. Any arbitration shall take place exclusively in the English language and in Mecklenburg County, North Carolina, or another mutually agreed location. The arbitration panel shall consist of one arbitrator, appointed upon the mutual agreement of the Parties, acting reasonably, or the AAA Rules if the Parties are unable to mutually agree upon the arbitrator. Payment of filing, administration, and arbitration fees shall be governed by applicable AAA Rules. An award issued by the arbitrator shall be the exclusive remedy of the Parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. Judgment upon the arbitral award may be entered in any court that has jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the judgment of the arbitrator shall be charged to the Party that unsuccessfully resists its enforcement.

12.4 Arbitration Notice. Prior to commencing any arbitration proceeding, the Party intending to seek arbitration must send to the other Party, by certified mail, a written notice (“Arbitration Notice”). Any Arbitration Notice to NGC should be addressed to National Gypsum Company, c/o General Counsel, 2001 Rexford Road, Charlotte, North Carolina, 28211 (“NGC Notice Address”). The Arbitration Notice must: (i) provide the individual’s name, mailing address, and email address; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought and the specific applicable legal basis for the requested relief (“Demand”).

12.5 Class Action and Jury Trial Waiver. You and NGC each agree that any dispute resolution proceedings must be conducted solely on an individual basis, and not as part of any class, consolidated, or representative action or proceeding. Unless agreed to in writing by both Parties, the arbitrator may not preside over any form of consolidated, representative, or class proceeding. The arbitrator may only award relief in favor of the individual Party seeking relief and only to the extent necessary to provide relief necessitated by that Party’s individual claim(s). If, for any reason, a claim proceeds in court rather than in arbitration, you and NGC each waive any right to a jury trial. You and NGC both agree that either Party may bring suit in state or federal court located in Mecklenburg County, North Carolina, to enjoin infringement or misuse of any Intellectual Property Rights.

12.6 Opt-Out. To opt-out of the arbitration provision and class action/jury trial waiver terms set forth in this Section 12, you must notify NGC in writing within thirty (30) days after the date you originally agree to these Terms, or within thirty (30) days after the effective date of any modifications to the then-current version of the arbitration and class action/jury trial waiver terms (unless a longer period is required by Applicable Law) (“Opt-Out Notice”). You must send your written Opt-Out Notice by certified mail to the NGC Notice Address listed above.

12.7 Limitation of Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER STATUTE OF LIMITATION, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITES MUST BE FILED OR OTHERWISE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13. INDEMNIFICATION

13.1 Your Indemnification Obligation. You agree to indemnify, defend, and hold harmless NGC, its successors and assigns, and all of their respective officers, directors, agents, employees, and Affiliates from and against any claims, liabilities, damages, judgments, awards, losses, obligations, costs, expenses, or fees (including reasonable attorneys’ fees) that arises out of or results from, or is alleged to arise out of or result from, directly or indirectly: (i) your use or misuse of the Websites, and all acts and omissions in connection therewith; (ii) your material breach or non-fulfilment of any term or condition set forth in these Terms, including, without limitation, your obligations, duties, restrictions, and/or prohibitions set forth herein; (iii) any failure or alleged failure to fully comply with Applicable Law; (iv) actual or potential infringement, misappropriation, or other violation of the rights of any third party, including, without limitation, Intellectual Property Rights, copyright, property rights, or privacy rights; (v) any claim that content provided by you caused damage or loss to any third party; (vi) your gross negligence or more culpable act or omission, including, without limitation, recklessness or willful misconduct, relating in any way to your use of the Websites; or (vii) any injury or alleged injury to any third party or property caused by or in connection with your use of the Websites.

13.2 Survival. All rights and duties of indemnification set forth in this Section 13 shall survive your use of the Websites and any termination of these Terms.

14. CHANGES TO THESE TERMS

14.1 We may change or revise these Terms at any time, in our sole discretion, and without prior written notice. We will provide notice by, at a minimum, updating these Terms on the Websites. You are expected to review these Terms regularly so that you are aware of any changes.

14.2 Any changes to these Terms shall be effect from and after the date they are posted on the Websites, as indicated by the “Last Updated” date at the top of these Terms.

14.3 Your continued use of the Websites after any posting of an updated version of these Terms shall constitute your acceptance of, and agreement to, any such changes to these Terms.

14.4 If any part of these Terms, or any future changes to these Terms, are not acceptable to you, you shall not use the Websites in any manner or for any purpose.

15. FORCE MAJEURE

15.1 In no event will NGC be liable or responsible to you, or be deemed to have defaulted under or otherwise breached these Terms, for any failure or delay in fulfilling or performing under these Terms, when and to the extent such failure or delay is caused by circumstances beyond NGC’s reasonable control (“Force Majeure Event”), including, without limitation: (i) acts of God; (ii) flood, fire, earthquake, and other disasters or catastrophes, such as epidemics or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades; (vi) national or regional emergency; (vii) strikes, labor shortages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities.

16. GENERAL LEGAL TERMS

16.1 Headings. The headings of the sections used in these Terms are included for convenience only, and are not to be used in construing or interpreting these Terms.

16.2 Publicity. You shall not use NGC’s name, trade names, trademarks, service marks, logos, domain names, or other distinctive brand features in any materials, including marketing materials, social media, news articles, press releases, and the like, for any commercial purpose or in any advertising, promotional, or public statement, without NGC’s prior written consent, which consent shall be at NGC’s sole discretion.

16.3 Entire Agreement. These Terms, together with any documents expressly incorporated by reference herein, including our Privacy Policy, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If, however, you have entered or enter into one or more other written agreement(s) with us, the terms of such written agreement(s) shall prevail in the event of any inconsistency or conflict between the terms of such other written agreement(s) and these Terms.

16.4 Method of Acceptance. These Terms may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent), and your acceptance of these Terms will be deemed binding between the Parties. Neither Party may contest the validity of these Terms, including under any applicable statute of frauds, because they were accepted and signed in electronic form. Electronically maintained records, when produced in hard copy form, shall constitute business records and shall have the same validity as any other generally recognized business records.

16.5 Electronic Notice. You hereby expressly consent and agree to receiving electronic communications from us, including through direct email communication and user interfaces on or through the Websites. These electronic communications may include notices regarding these Terms, transactional information, and other information concerning your use of the Websites or our offerings. You agree that any notices, agreements, disclosures, or other communications we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

16.6 Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent, such that the remaining provisions of these Terms will continue in full force and effect.

16.7 No Third-Party Beneficiaries. The agreement entered into between you and NGC pursuant to these Terms is for the sole benefit of the Parties hereto (including NGC’s Affiliates) and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other natural person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

16.8 Assignment; Successors and Assigns. The rights granted in these Terms may not be assigned or transferred by you without the prior written approval of NGC. You shall not be permitted to delegate your responsibilities or obligations under these Terms without the prior written approval of NGC. Any purported assignment or transfer in violation of this Section 16.8 is null and void. We may assign our rights or transfer any or all of our obligations under these Terms at any time, without prior notice to you, including, without limitation: (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets; and (ii) to any Affiliate.

16.9 Waiver. Any failure to act by us with respect to a breach of these Terms by you or any other natural person or entity shall not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches.

16.10 Attorneys’ Fees and Costs. If any legal action is necessary to enforce these Terms, the prevailing Party shall be entitled to reasonable attorney’s fees, costs, and expenses, and any other relief to which the prevailing Party may be entitled.

17. CONTACT US

17.1 All feedback, comments, requests for technical support, and other communications relating to the Websites should be directed to us using the information below:

Mail: National Gypsum Company

2001 Redford Road

Charlotte, NC 28211

Email: privacy@nationalgypsum.com